FEDERAL ELECTION COMMISSION

 WASHINGTON, D.C. 20463 

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of ) 

) 

Pembina Pipeline Corporation, et al. ) MUR 7512

) 

STATEMENT OF REASONS OF VICE CHAIR ALLEN DICKERSON AND 

COMMISSIONERS SEAN J. COOKSEY AND JAMES E. “TREY” TRAINOR III

This Matter arose from a Complaint alleging that Pembina Pipeline Corporation, a 

Canadian corporation, and its U.S.-based subsidiaries (the “Jordan Cove Entities”)1 violated 

the Federal Election Campaign Act of 1971, as amended (the “Act”) by making prohibited 

foreign national contributions to various Oregon state and local candidates and PACs and an 

Oregon state ballot measure committee.2 

The U.S.-based Jordan Cove Entities responded by affirming their domestic status

and contending that the Complaint does not allege sufficient facts describing a violation of 

the Act.3 For their part, the recipient state and local committees that provided Responses to 

the Commission deny knowingly receiving alleged foreign national contributions.4 Several 

Respondents specifically cite an assurance letter signed by a Jordan Cove representative 

1 These subsidiaries include Jordan Cove Energy Project L.P.; Jordan Cove LNG, LLC and its 

separate segregated fund Jordan Cove LNG, LLC PAC; Jordan Cove LNG, L.P.; and Fort Chicago 

Holdings, II US, LLC. Together with Pembina Pipeline Corporation itself, these companies are 

involved in efforts to build and administer a liquid natural gas terminal and pipeline in Coos Bay, 

Oregon.

2 For the purposes of this Statement of Reasons, the Respondents include various Oregon state and 

local candidate committees and state PACs, including ChamberPAC, Coos County Alliance for

Progress, Oregon Business & Industry Candidate PAC, Oregonians to Maintain Community

Standards, The Roseburg Area Chamber PAC, Brad Witt for State Representative, Caddy McKeown 

for Representative, Citizens to Elect Carl Wilson, Committee to Elect Betsy Johnson, Committee to 

Elect John Sweet, Friends of Dallas Heard, Friends of David Brock Smith, Friends of Duane Stark,

Friends of Gary Leif, Friends of Ray Lister, Friends of Tim Freeman, Friends of Tobias Read, 

Friends of Val Hoyle, Gomberg for State Rep, Peter Courtney for State Senate, Werner for Oregon, 

and Knute for Governor.

3 Jordan Cove Resp. at 1–2.

4 See, e.g., OB&I PAC Resp. at 2–3; ChamberPAC Resp. at 1–2; Friends of Val Hoyle Resp. at 1–2 

(Dec. 21, 2018).

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stating that the contributions in question came from domestic funds, and that decisions 

regarding those contributions were made by U.S. citizens.5

We joined with one of our colleagues in dismissing the Complaint’s allegations that 

the Jordan Cove Entities made or assisted in making prohibited foreign national donations 

to the Oregon state ballot measure committee (Save Coos Jobs Committee) and that the state 

ballot measure committee knowingly accepted or received such contributions.6 However, we 

write separately to explain our reasons for declining to find reason to believe that Pembina 

Pipeline Corporation and the Jordan Cove Entities made or assisted in making, and the 

remaining state and local candidate and committee Respondents in this matter received, 

prohibited foreign national contributions.7

As a preliminary point, the Complaint in this Matter—which, with respect to the 

Jordan Cove Entities, misinterprets the corporate term “foreign” to mean “based outside the 

United States,” as opposed to “incorporated in another state”—does not provide sufficient 

evidence leading to the reasonable inference that foreign nationals in fact participated in the 

Jordan Cove Entities’ election-related decision-making, or that the Jordan Cove Entities’ 

contributions were funded with foreign earnings or subsidized by the foreign parent, Pembina 

Pipeline. And the analysis provided by our Office of General Counsel (“OGC”) appears to 

engage in a form of burden-shifting that would create a standard where the Commission 

could find reason to believe a violation of the Act occurred and open an investigation in nearly 

any case where the domestic subsidiary of a foreign corporation engages in U.S. political 

activity. In our view, this expansive interpretation of the foreign national ban runs counter 

to Congressional intent.8

5 This letter, which was forwarded to the recipient committees by counsel for Jordan Cove in at least 

one case, states that the donations derived from funds that “are generated in the U.S., stay in the 

U.S., are made from a U.S. domestic company, and are drawn from the project’s U.S. bank account,”

and that “[a]ll decisions regarding the contributions are made by U.S. citizens.” The letters were

dated after the Complaint was filed and the Recipient Committees were first notified by the

Commission on October 19, 2018. See, e.g., ChamberPAC Resp. at 2, Ex. 1 (letter dated Nov. 1, 2018);

Friends of Val Hoyle Resp. at 1–2 (letter dated Dec. 21, 2018).

6 Certification, MUR 7512 (Pembina Pipeline Corporation, et al.) (July 13, 2021); see generally 

Factual & Legal Analysis, MUR 7512. As the F&LA explains, the Act regulates only those 

contributions and expenditures made “in connection with” elections, and the decision to adopt or 

reject a particular ballot initiative is not an “election” within the meaning of the Act. Accord

Statement of Reasons of Vice Chairman Matthew S. Petersen & Comm’rs Caroline C. Hunter and 

Lee E. Goodman, MUR 6678 (MindGeek, et al.) (“[A]ctivities in connection with elections of 

candidates fall under the Act’s purview, but activities in connection with votes on ballot initiatives 

do not.”); Advisory Op. 1984-62 (B.A.D. Campaigns) at 1 n.2 (“[C]ontributions or expenditures 

exclusively to influence ballot referenda issues are not subject to the Act.”); Advisory Op. 1980-95 

(First Nat’l Bank of Fla.) at 2 (contributions to promote or adopt amendments to a state constitution 

via a ballot referendum do not fall within the purview of the Act); Concurring Op. of Vice Chairman 

Michael E. Toner & Comm’r David M. Mason, Advisory Op. 2005-10 (Berman/Doolittle) at 1 

(“Commission regulations ... define election as limited to candidate elections”).

7 Certification, MUR 7512 (July 13, 2021).

8 See infra n.12 and accompanying text.

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The Act provides, and the Commission has previously concluded, that an entity that 

is wholly or partially owned or controlled by a foreign national is not itself a “foreign national” 

provided the subsidiary entity is (1) organized under the laws of a U.S. jurisdiction, and (2) 

has its principal place of business within the United States.9 In other words, if the domestic 

subsidiary of a non-U.S. corporation satisfies these two criteria, there is no presumption that 

the subsidiary itself is a “foreign national.” Accordingly, the Jordan Cove Entities are not 

presumptively foreign nationals: each is organized and domesticated in the state of 

Delaware.10 Domestic subsidiary corporations of non-U.S. parents, like the Jordan Cove 

Entities, are governed by a regulatory provision stating that such corporations may make 

non-Federal contributions or disbursements so long as no foreign nationals are involved in 

the domestic subsidiary’s election-related decision-making and the subsidiary uses only its 

own funds, with no replenishment, subsidization, or offsets from the foreign national parent, 

to make the contributions.11

The Commission’s regulations prohibiting foreign nationals from funding, directing, 

dictating, controlling, or “directly or indirectly” participating in the decision-making of any 

entity with regard to that entity’s election-related activities were promulgated in 2002 during 

implementation of the Bipartisan Campaign Reform Act (“BCRA”), and the Commission

solicited comments at that time regarding whether the term “indirectly” prohibited U.S. 

subsidiaries of foreign national corporations from making non-federal contributions of 

corporate treasury funds in states where such contributions are permitted under state law. 

Ultimately, we agreed with the many commenters who strongly urged that we not extend the 

foreign national ban to the activities of foreign-owned U.S. subsidiaries, basing our decision 

upon “the lack of Congressional intent to broaden the prohibition on foreign national 

involvement in U.S. elections to cover such entities, and upon the substantial policy reasons 

set forth in the long line of Commission advisory opinions that have permitted U.S. 

subsidiaries to administer separate segregated funds and to make corporate donations for 

State and local elections where they are allowed to do so by State law.”12 

In this Matter, with respect to the “foreign funding” aspect of its analysis, OGC’s 

conclusions largely rest on the contention that, because the terminal and pipeline have not 

yet been constructed, there is no evidence that the Jordan Cove Entities had any domestic 

revenue stream or were conducting active business during or after the contributions in 

9 See 52 U.S.C. § 30121(b) (citing 22 U.S.C. § 611(b)); see also, e.g., Advisory Op. 2006-15 

(TransCanada); Advisory Op. 2009-14 (Mercedes-Benz USA/Sterling); Statement of Reasons of Vice 

Chair Allen Dickerson & Comm’rs Sean J. Cooksey and James E. “Trey” Trainor III, MUR 7243 

(Citgo Petroleum Corporation, et al.) 

10 According to information available via the Delaware Secretary of State Division of Corporations’ 

website, Jordan Cove LNG L.P. was incorporated in that state on August 6, 2003; Jordan Cove 

Energy Project L.P. was incorporated on July 12, 2005; Fort Chicago Holdings II U.S. LLC was 

incorporated on December 29, 2008; and Jordan Cove LNG LLC was incorporated on August 24, 

2012.

11 11 C.F.R. § 100.20(i); see also Advisory Op. 2006-15 (TransCanada).

12 Contribution Limitations and Prohibitions, 67 Fed. Reg. 69928, 69943–44 (Nov. 19, 2002).

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question.13 This is, in our view, a faulty presumption. With respect to the “foreign control” 

aspect of the analysis, the allegations in the Complaint incorrectly center on the idea that 

the Jordan Cove Entities themselves are “foreign nationals,”14 and OGC appears to take these

allegations at face value. Given that the Jordan Cove Entities themselves are not, in fact,

considered “foreign nationals,” the Complaint fails to satisfy the most basic standard for a 

complaint to be considered complete and proper: that the allegations be based on either the 

complainant’s personal knowledge, or information and belief.15 Further, by accepting the 

Complaint’s flawed assumption as fact, OGC unacceptably shifts the burden onto the Jordan 

Cove Entity Respondents, effectively forcing them to respond to allegations that are based 

upon a false premise.

Simply put, the Complaint provides no information or evidence leading to the 

reasonable inference that a foreign national participated in the decision-making process in 

connection with the Jordan Cove Entities’ election-related spending. We do not believe the 

Commission should set a precedent of shifting the burden to Respondents in matters like the 

instant one, where the allegations ultimately center on the mistaken presumption that the 

Jordan Cove Entities are foreign nationals as defined by the Act,16 a notion that is credibly 

rebutted in the Response.

For the foregoing reasons, we declined to find reason to believe that Pembina Pipeline 

Corporation and the Jordan Cove Entities made or provided substantial assistance in 

making, and the remaining state and local candidate and committee Respondents in this 

matter received, prohibited foreign national contributions, in violation of (respectively) 52 

U.S.C. § 30121(a)(1)(A) and 11 C.F.R. § 110.20(b) and (h); and 52 U.S.C. § 30121(a)(2) and 11 

C.F.R. § 110.20(g).

September 28, 2021 ___________________________

Allen Dickerson

Vice Chair

13 To support its contention that a lack of clarity regarding the source of a domestic subsidiary’s 

funds leads to the inference that the Commission should find reason to believe a violation of the Act 

occurred, OGC’s sole authority is a citation to a single enforcement matter—which has not yet been 

made public. See First Gen. Counsel’s Rep. at 14, MUR 7512.

14 See Amend. Compl. at 1, MUR 7512. 

15 See, e.g., FED. ELECTION COMM’N, GUIDEBOOK FOR COMPLAINANTS AND RESPONDENTS ON THE FEC

ENFORCEMENT PROCESS (May 2012), available at https://www.fec.gov/resources/cmscontent/documents/respondent_guide.pdf.

16 Compl. at 5, MUR 7512; Supp. Compl. at 1, MUR 7512; Amend. Comp. at 1, MUR 7512.

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September 28, 2021 

September 28, 2021 

___________________________ 

Sean J. Cooksey

Commissioner 

___________________________ 

James E. “Trey” Trainor III

Commissioner

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